Common use of Change of Control of Borrower Clause in Contracts

Change of Control of Borrower. The individuals who, as of the date of this agreement, constitute the members of Borrower's board of directors (for purposes of this SECTION 11.8, the "INCUMBENT BOARD") do not constitute or cease for any reason to constitute at least 50% of: (a) Borrower's board of directors; or (b) The surviving corporation's board of directors in the event of any merger or consolidation (if permitted by SECTION 9.12) involving Borrower; or (c) The controlling entity's board of directors, the comparable body if there is no board of directors, or voting control if there is no comparable body, in the event that the surviving corporation under CLAUSE (b) above is directly or indirectly controlled by that entity. For purposes of this SECTION 11.8, any individual who becomes a member of the board of directors or comparable body or who obtains a voting interest, as applicable under CLAUSES (a), (b), or (c) above, after the date of this agreement and whose appointment to the board, or nomination for election, was approved or ratified by a vote of the individuals comprising at least 50% of the incumbent board shall be deemed to be a member of the incumbent board.

Appears in 1 contract

Samples: Credit Agreement (Magnetek Inc)

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Change of Control of Borrower. The individuals who, as of the date of this agreement, constitute the members of Borrower's board of directors (for purposes of this SECTION 11.811.9, the "INCUMBENT BOARD") do not constitute or cease for any reason to constitute at least 5066 2/3% of: (a) Borrower's board of directors; or (b) The surviving corporation's board of directors in the event of any merger or consolidation (if permitted by SECTION 9.129.3(b)) involving Borrower; or (c) The controlling entity's board of directors, the comparable body if there is no board of directors, or voting control if there is no comparable body, in the event that the surviving corporation under CLAUSE (b) above is directly or indirectly controlled by that entity. For purposes of this SECTION 11.811.9, any individual who becomes a member of the board of directors or comparable body or who obtains a voting interest, as applicable under CLAUSES (a), (b), or (c) above, after the date of this agreement and whose appointment to the board, or nomination for election, was (i) approved or ratified by a vote of the individuals comprising at least 50% of the then incumbent board board, or (ii) who was appointed by the chairman of the board, shall thereafter be deemed to be a member of the incumbent board.

Appears in 1 contract

Samples: Credit Agreement (Affiliated Computer Services Inc)

Change of Control of Borrower. The individuals who, as of the date of this agreement, constitute the members of Borrower's board of directors (for purposes of this SECTION 11.811.9, the "INCUMBENT BOARD") do not constitute or cease for any reason to constitute at least 5066 2/3% of: (a) Borrower's board of directors; or (b) The surviving corporation's board of directors in the event of any merger or consolidation (if permitted by SECTION 9.129.3(b)) involving Borrower; or (c) The controlling entity's board of directors, the comparable body if there is no board of directors, or voting control if there is no comparable body, in the event that the surviving corporation under CLAUSE (b) above is directly or indirectly controlled by that entity. For purposes of this SECTION 11.811.9, any individual who becomes a member of the board of directors or comparable body or who obtains a voting interest, as applicable under CLAUSES (a), (b), or (c) above, after the date of this agreement and whose appointment to the board, or nomination for election, was approved or ratified by a vote of the individuals comprising at least 50% of the then incumbent board shall thereafter be deemed to be a member of the incumbent board.

Appears in 1 contract

Samples: Credit Agreement (Affiliated Computer Services Inc)

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Change of Control of Borrower. The individuals who, as of the date of this agreement, constitute the members of Borrower's board of directors (for purposes of this SECTION Section 11.8, the "INCUMBENT BOARDincumbent board") do not constitute or cease for any reason to constitute at least 50% of: (a) Borrower's board of directors; or (b) The surviving corporation's board of directors in the event of any merger or consolidation (if permitted by SECTION 9.12Section 9.7) involving Borrower; or (c) The controlling entity's board of directors, the comparable body if there is no board of directors, or voting control if there is no comparable body, in the event that the surviving corporation under CLAUSE clause (b) above is directly or indirectly controlled by that entity. For purposes of this SECTION Section 11.8, any individual who becomes a member of the board of directors or comparable body or who obtains a voting interest, as applicable under CLAUSES clauses (a), (b), or (c) above, after the date of this agreement and whose appointment to the board, or nomination for election, was approved or ratified by a vote of the individuals comprising at least 50% of the incumbent board shall be deemed to be a member of the incumbent board.

Appears in 1 contract

Samples: Credit Agreement (Pier 1 Imports Inc/De)

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